UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: April 2, 2019 (Date of earliest event reported)

 

 

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 1-7928

 

Delaware     94-1381833

(State or other jurisdiction

of incorporation or organization)

   

(I.R.S. Employer

Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(510) 724-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Principal Financial Officer :

On April 2, 2019, Bio-Rad Laboratories, Inc. (the “Company”) announced the appointment by the Board of Directors of the Company of Ilan Daskal as the Company’s Executive Vice President and Chief Financial Officer (including as principal financial officer), effective April 6, 2019.

Mr. Daskal has over 25 years of experience in senior financial roles. Prior to joining the Company, Mr. Daskal, age 54, was the Chief Financial Officer of Lumileds, a global leader in advanced lighting technology, from May 2017 to January 2019. From 2015 through 2016, Mr. Daskal held multiple short-term Chief Financial Officer roles with private and public companies including Aricent Inc., a global design and engineering company, Cepheid, a molecular diagnostic company, and SunEdison Inc., a renewable energy company. Prior to that, from 2008 to 2015, Mr. Daskal was the Executive Vice President and Chief Financial Officer at International Rectifier Corporation, a leader in power management semi-conductor technology that was publicly traded until it was acquired by Infineon Technologies in 2015.

The Company and Mr. Daskal entered into an employment offer letter providing for, among other things, an annual base salary of $500,000 per year and a 2019 target cash bonus under the Company’s corporate incentive bonus plan of 65% of his eligible earnings, with this cash bonus to be pro-rated based on his time in the position. Within thirty days of his hire date, the Company’s Board will grant Mr. Daskal 3,500 restricted stock units and 3,500 non-qualified stock options.

If Mr. Daskal’s employment with the Company is terminated by the Company without good cause, he will be entitled to a lump sum payment equal to one-year of his then current annual base salary, provided that he first enters into a full release of all claims in favor of the Company, its affiliates and their respective officers, directors and employees in a form provided by the Company.

A copy of the employment offer letter entered into between the Company and Mr. Daskal is filed as an exhibit to this report as Exhibit 10.1.

There are no arrangements or understandings between Mr. Daskal and any person other than the Company pursuant to which he was appointed as Executive Vice President and Chief Financial Officer. There is no family relationship between Mr. Daskal and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. Daskal has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Daskal is furnished with this report as Exhibit 99.1.

Retirement of Christine A. Tsingos :

As the Company previously announced, Christine A. Tsingos notified the Company on January 2, 2019 of her plans to retire from her position as Executive Vice President and Chief Financial Officer. Ms. Tsingos and the Company have agreed that she will retire from her position as Executive Vice President and Chief Financial Officer effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to Mr. Daskal, the Company’s new Executive Vice President and Chief Financial Officer.

 

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Employment Offer Letter between the Company and Ilan Daskal dated March 15, 2019
99.1    Press Release dated April 2, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       BIO-RAD LABORATORIES, INC.
Date:   April 2, 2019      By:  

/s/ Timothy S. Ernst

         Timothy S. Ernst
         Executive Vice President, General Counsel and Secretary

Exhibit 10.1

 

LOGO

 

 

March 15, 2019

llan Daskal

1731 Juarez Avenue

Los Altos, CA 94024

Dear llan,

I am pleased to extend to you our written offer of employment to join Bio-Rad Laboratories as the EVP & Chief Financial Officer reporting directly to Norman Schwartz, President & CEO. In your new position, your bi-weekly salary will be $19,230.77, equivalent to $500,000 annually.

You are eligible to participate in our Corporate Incentive Bonus Plan (IBP) with a targeted bonus of 65% of your eligible earnings, payable in March 2020. Your bonus will be pro-rated based on your time in the position. The terms and conditions of the IBP are contained in the plan document which you will receive at a later date.

You will also be eligible to participate in the 2019 Stock Program. We will grant 3,500 Restricted Stock Units and 3,500 Stock Options within 30 days of your hire date; this grant has an estimated target value of $1.2 to $1.5 million, based on our share performance history.

If after you begin employment with Bio-Rad your employment is terminated by Bio-Rad without good cause, you will be entitled to a lump sum severance payment equal to one-year of your then current annual base salary provided that you first enter into a full release of all claims in favor of Bio-Rad, its affiliates and their respective officers, directors and employees in a form provided by Bio-Rad.

This offer is contingent upon your passing a background check and drug test prior to starting employment and entering into a mutual agreement to arbitrate with the company. The type of information requested in the background check includes: education verification, previous employment verification, professional references, and criminal record check.

Bio-Rad maintains a smoke-free and drug-free work environment. As such, our expectation is that you complete a drug test within five days of this offer. Hire Right, our background screening provider, will contact you regarding a clinic location for the drug test.

Bio-Rad’s comprehensive benefits package provides you with a variety of options that will help meet your needs. You will have up to 31 days from your start date to enroll in these benefits. If you wish to enroll your eligible dependents, you may be required to present evidence of your dependents’ eligibility, such as a marriage certificate or birth certificate.

Please acknowledge your acceptance of this offer by March 18, 2019. This offer is null and void after this date. Once received, a ‘Welcome to Bio-Rad’ letter will be e-mailed with details regarding your on-boarding processes and a “tentative” new hire orientation date. Please note that an official start date can’t be determined until your background has cleared.

For over 60 years, Bio-Rad has benefited from the contributions of exceptional people like you. We seek the best talent to build on the success of our Company and we look forward to you joining our highly collaborative environment.

Sincerely,

 

/s/ Colleen Corey

Colleen Corey
SVP, Global Human Resources
Bio-Rad Laboratories

I accept Bio-Rad Laboratories’ offer of employment as herein described.

 

/s/ Ilan Daskal

   

    3/15/2019

 
Signature                   Date    

Exhibit 99.1

Press Release

Bio-Rad Names Ilan Daskal Executive Vice President and Chief Financial Officer

HERCULES, California. — April  2, 2019 — Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb), a global leader of life science research and clinical diagnostic products, today announced that the appointment of Ilan Daskal as Executive Vice President and Chief Financial Officer, effective April 6, 2019.

Mr. Daskal comes to Bio-Rad from Lumileds, where he served as Chief Financial Officer. He has over 25 years of experience in senior financial roles and has held several CFO positions at both public and private companies that include International Rectifier Corporation and Infineon. Mr. Daskal holds a Masters in Finance degree from City University of New York and a BB in Accounting from Tel-Aviv College of Business in Israel.

“Ilan brings a breadth of experience in finance, operations, IT, as well as mergers and acquisitions, all in a global setting,” said Norman Schwartz, Bio-Rad President and CEO. “We believe he will make an excellent addition to Bio-Rad.”

About Bio-Rad

Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb) is a global leader in developing, manufacturing, and marketing a broad range of innovative products for the life science research and clinical diagnostic markets. With a focus on quality and customer service for over 65 years, our products advance the discovery process and improve healthcare. Our customers are university and research institutions, hospitals, public health and commercial laboratories, biotechnology, pharmaceutical, as well as applied laboratories that include food safety and environmental quality. Founded in 1952, Bio-Rad is based in Hercules, California, and has a global network of operations with more than 8,000 employees worldwide. Bio-Rad had revenues exceeding $2.2 billion in 2018. For more information, please visit www.bio-rad.com.

This release may be deemed to contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements we make regarding the expected contributions and benefits of the new officer. We have based these statements on the information now known to us. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. For further information regarding our risks and uncertainties, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Bio-Rad’s public reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. Bio-Rad Laboratories, Inc. disclaims any obligation to update these forward-looking statements .

Press Contact :

Bio-Rad Laboratories, Inc.

Tina Cuccia, Corporate Communications

510-724-7000

tina_cuccia@bio-rad.com